Roundtables

Weil, Gotshal & Manges Roundtables
The Weil, Gotshal & Manges Roundtables are one-day events that seek to foster a dialogue on the important business law issues of the day through presentations of scholarly papers and panel discussions. Leading corporate lawyers, members of the business and investment communities, public officials and scholars participate in the roundtables.

Complete List of Upcoming Events

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Upcoming: March 26, 2010
February 13, 2009
April 18, 2008
May 4, 2007
April 7, 2006
April 22, 2005
May 9, 2003
May 3, 2002
April 19, 2001
November 17, 2000
May 5, 2000

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February 13, 2009 | Transcript | Photos |

In celebration of its tenth anniversary, the Yale Law School Center for the Study of Corporate Law co-sponsored with the Yale Journal on Regulation the Weil, Gotshal and Manges Roundtable on the Future of Financial Regulation at the law school on Friday, February 13, 2009. The program consisted of four panels at which panelists evaluated the causes of the evolving subprime mortgage crisis, following credit crunch and financial panic of 2007-08; the government reaction to the crisis; and proposed solutions, including reform of the regulatory architecture for financial institutions.

Additional support provided by a grant from the Milton and Miriam Handler Foundation

Session 1: Crisis Origins and Historical Comparisons | Reading Materials | Video |
Charles Calomiris, Henry Kaufman Professor of Financial Institutions, Columbia Business School
John Geanakoplos, James Tobin Professor of Economics, Yale University
Anil Kashyap, Edward Eagle Brown Professor of Economics and Finance, University of Chicago Booth School of Business
Andrew Metrick, Professor of Finance, Yale School of Management
Frank Partnoy, George E. Barrett Professor of Law and Finance, University of San Diego School of Law
Moderator: Roberta Romano, Oscar M. Ruebhausen Professor of Law and Director, Yale Law School Center for the Study of Corporate Law.

Session 2: Causes of the Crisis:
Conflicts, Compensation and Reputation | Reading Materials | Video |
Sanjai Bhagat, Professor of Finance, Leeds School of Business, University of Colorado at Boulder
Edward J. Kane, James F. Cleary Professor in Finance, Boston College
Jonathan R. Macey, Deputy Dean and Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School
Steven L. Schwarcz, Stanley A. Star Professor of Law & Business, Duke University School of Law
Moderator: Richard Brooks, Professor of Law, Yale Law School

Session 3: Reforming Financial Institution Regulation | Reading Materials | Video |
Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Harvard Law School
John C. Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
Richard J. Herring, Jacob Safra Professor of International Banking, Professor of Finance & Co-Director, Wharton Financial Institutions
Geoffrey P. Miller, Stuyvesant P. Comfort Professor of Law & Director, Center for the Study of Central Banks and Financial Institutions, New York University Law School
Moderator: Melanie L. Fein, Esq.

Session 4: Reforming Subprime Mortgages | Reading Materials | Video |
William N. Goetzmann, Edwin J. Beinecke Professor of Finance and Management Studies & Director of the International Center for Finance, Yale School of Management
Susan P. Koniak, Richard L. Godfrey Faculty Research Scholar & Professor of Law, Boston University School of Law
Christopher Mayer, Senior Vice Dean and Paul Milstein Professor of Real Estate, Columbia Business School
Susan M. Wachter, Richard B. Worley Professor of Financial Management & Professor of Real Estate, Finance and City and Regional Planning, Wharton School, University of Pennsylvania
Moderator: Ian Ayres, William K. Townsend Professor of Law, Yale Law School

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April 18, 2008 | Panel Reading Materials | Photos |

Two papers were presented: “Inside the Black Box: The Role and Composition of Compensation Peer Groups” (video) by Jun Yang, Assistant Professor of Finance, Kelley School of Business, Indiana University and Michael Faulkender, Visiting Assistant Professor of Finance, Kellogg School of Management, Northwestern University, with commentator Martijn Cremers, Associate Professor of Finance, Yale School of Management and moderator Robert Todd Lang '47, Weil Gotshal & Manges, LLP; and “The Economic Consequences of Legal Origins” and “The Divergence of Legal Procedures,” (video) by Andrei Shleifer, Professor of Economics, Harvard University, with commentators Henry Hansmann '74, Augustus E. Lines Professor of Law, Yale Law School and Paul Mahoney '84, David and Mary Harrison Distinguished Professor of Law, University of Virginia School of Law and moderator Yair Listokin '05, Associate Professor of Law, Yale Law School.

In the afternoon there was a panel discussion (video) on the impact of the credit crunch on corporate transactions and finance with panelists: Joel Beckman '79, Managing Partner, Greenbriar Equity Group LLC; Hon. William B. Chandler III '79 LLM, Chancellor of the Delaware Court of Chancery; Andrew Metrick, Professor of Finance, Yale School of Management and Eric Robinson '83, Wachtell Lipton Rosen & Katz. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Director, Yale Law School Center for the Study of Corporate Law, Yale Law School, moderated.

Additional support provided by a grant from the Milton and Miriam Handler Foundation

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May 4, 2007 | Panel Reading Materials | Photos |

(From left) Pearl Meyer, Paul Hodgson, Kevin Murphy, John White, Gerson Zweifach '79, Roberta Romano '80

Two papers were presented: "Transparency and Corporate Governance" (video) by Benjamin E. Hermalin, Thomas & Alison Schneider Distinguished Professor of Finance at University of California Haas School of Business, with commentators Sanjai Bhagat, Professor of Finance, University of Colorado Leeds School of Business and Alan Schwartz '64, Sterling Professor of Law, Yale Law School, and moderator Yair Listokin '05, Associate Professor of Law, Yale Law School; and "Tradeoffs in Corporate Governance: Evidence from Board Structure and Charter Provisions" (video) by Laura Starks, Charles E. & Sara M. Seay Regents' Chair in Business Adminstration, University of Texas at Austin McCombs School of Business, with commentators Laurence Hazell, Director of Governance Services, Standard and Poor's and Andrew Metrick, Associate Professor of Finance, University of Pennsylvania Wharton School of Business, and moderator Vic Khanna, Louis and Myrtle Moskowitz Research Professor of Business and Law, University of Michigan Law School.

In the afternoon there was a panel discussion (video) on Executive Compensation with panelists: Paul Hodgson, Senior Research Associate on Executive and Board Compensation at The Corporate Library; Pearl Meyer, Steven Hall & Partners, Consultant on Executive Compensation; Kevin J. Murphy, Kenneth L. Trefftzs Chair in Finance and Executive Vice Dean, University of Southern California Marshall School of Business; John W. White, Director of the Division of Corporation Finance, U.S. Securities and Exchange Commission; Gerson Zweifach '79, Partner, Williams & Connelly LLP. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Director of the Yale Law School Center for the Study of Corporate Law, Yale Law School, moderated.

Additional support provided by a grant from the Milton and Miriam Handler Foundation

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April 7, 2006 | Photos |

(From left): Roberta Romano '80, Stephen Fraidin '64, Hon. Leo Strine, Seth Hendon '91, Meridee Moore '84, Will Goetzmann

Two papers were presented in the Roundtable's morning sessions: "The Market Penalty for Mutual Fund Scandals," (video) by Stephen Choi, William T. Comfort, III Professor of Law at NYU School of Law, with commentators Eric D. Roiter, Sr. Vice President and General Counsel, Fidelity Management & Research and Erik Sirri, Walter H. Carpenter Professor of Finance at Babson College, and moderator Jonathan Macey '82, Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law, Yale Law School ; and "Vote Trading and Information Aggregation," (video) by Susan Kerr Christoffersen, Canadian Securities Institute Research Foundation Term Professor, McGill University Faculty of Management, with commentator Bernard Black, Hayden W. Head Regents Chair for Faculty Excellence and Professor of Law, University of Texas Law School and Professor of Finance, University of Texas McCombs School of Business, and moderator Henry Hansmann '74, Augustus E. Lines Professor of Law, Yale Law School .

The panel discussion (video) in the afternoon was on the "Impact of Private Equity and Hedge Fund Managers on Corporate Governance.". The panelists were Stephen Fraidin '64, Kirkland & Ellis; William N. Goetzmann, Edwin J. Beinecke Professor of Finance and Management Studies & Director of the International Center for Finance, Yale School of Management; Seth Hendon '91, Tinicum Incorporated; Meridee Moore '83, Watershed Asset Management, LLC; and the Honorable Leo E. Strine, Jr., Vice Chancellor, Delaware Chancery Court. Roberta Romano '80, Oscar M. Ruebhausen Professor of Law and Director of the Yale Law School Center for the Study of Corporate Law, Yale Law School, moderated.

Additional support provided by a grant from the Milton and Miriam Handler Foundation

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April 22, 2005

Panelists: Paul Mahoney '84 and Maureen O'Hara

Two papers were presented at the Roundtable's morning sessions: Down and Out in the Stock Market: The Law and Economics of the Delisting Process (video), by Jonathan Macey '82, (Yale Law School) and Maureen O'Hara (Johnson Graduate School of Management, Cornell University) with comment by Paul Mahoney '84 (University of Virginia School of Law); and Things I Don’t Know About Finance, (video) by Stephen A. Ross (MIT Sloan School of Management) with comment by Owen Lamont (Yale School of Management).

The panel discussion (video) in the afternoon was on "Securities Law Today: The Emerging Roles of the Exchanges, the SEC, and the States." The panelists were Richard Bernard (General Counsel, New York Stock Exchange), Howard Meyerson (General Counsel, Liquidnet, Inc.), Annette L. Nazareth (Director, Division of Market Regulation, U. S. Securities & Exchange Commission), and The Honorable Myron T. Steele (Chief Justice of the Delaware Supreme Court). Alan Schwartz '64 (Yale Law School) moderated.

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May 9, 2003 | Photos |

Two papers were presented in the morning of the Center's fifth Roundtable: "Executive Compensation and Short-termist Behavior in Speculative Markets" by Patrick Bolton (Princeton University, Economics Department), with comment by Benjamin Polak (Yale University, Economics Department); and "Understanding MACs and MAEs" by Alan Schwartz '64 (Yale Law School), with comment by Richard Brooks (Yale Law School).

Panelists (from left): Alan Schwartz '64, Hon. E. Norman Veasey, Stanley Sporkin '57, Raymond Troubh '52, Jeffrey Gordon, Jeffrey E. Garten

The panel discussion in the afternoon (video) was on "Recent Legally Induced Changes in Corporate Governance: Necessity and Effectiveness." The panelists were Jeffrey E. Garten (Dean, Yale School of Management); Jeffrey Gordon (Alfred W. Bressler Professor of Law, Columbia School of Law); The Honorable Stanley Sporkin '57 (retired judge and Partner, Weil, Gotshal & Manges, Washington, DC); Raymond Troubh '52, Esq. (Financial Consultant, Chairman of Enron Corp.); and The Honorable E. Norman Veasey (Chief Justice of the Delaware Supreme Court). Alan Schwartz '64 (Yale Law School) moderated.

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May 3, 2002

Two papers were presented at the Roundtable's morning sessions: Investor Protection and Corporate Governance Around the World, by Florencio Lopez-de-Silanes (Yale School of Management) with comment by Arturo Bris (Yale School of Management); and Legal Entities, Asset Partitioning, and the Evolution of Organizations by Henry Hansmann '74 (Yale Law School) with comment by Barry E. Adler (New York University School of Law).

A panel discussion (video) on The Relation of Corporate Governance to Economic Development was chaired by Alan Schwartz '64 (Yale Law School). The panelists were Amy Chua (Yale Law School), John C. Coffee, Jr., '69 (Columbia University School of Law), Peter D. Ehrenhaft, Esq. (Miller & Chevalier Chartered, Washington, D.C.), Steven Kargman, Esq. '86 (Export-Import Bank of the United States), and Pablo Spiller (Federal Trade Commission, Bureau of Economics).

Panelists (from left): Alan Schwartz '64, Amy Chua, John Coffee '69, Peter Ehrenhaft, Steve Kargman'86 and Pablo Spiller

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April 19, 2001

Panelists (from left): Karl Groskaufmanis, Ian Ayres '86, Henry Hansmann '74

Two papers were presented at the Center's third Roundtable: "Stock Options for Undiversified Executives" by Brian Hall (Harvard Business School), with comments by Jonathan Macey '82 (Cornell University School of Law) and Sendhil Mullainathan (MIT Dept. of Economics); and "Substitutes for Insider Trading" by Ian Ayres '86 (Yale Law School), with comments by Arturo Bris (Yale School of Management) and Karl Groskaufmanis (Fried, Frank, Harris, Shriver & Jacobson).

There was also a panel discussion on the Changing Role of Directors, with panelists Curtis H. Barnette '62 (Chairman Emeritus, Bethlehem Steel Corporation); Benjamin E. Hermalin (University of California Berkeley, Haas School of Business); Bengt Holmstrom (MIT Dept. of Economics); William F. Pounds (Dean Emeritus, MIT Sloan School of Management), moderated by Alan Schwartz '64 (Yale Law School).

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November 17, 2000

Panelists (from left): Ian Ayres '86, Robert Daines '92, John Coates, Martin Korman '89, and David Berger

Two papers were presented at the Roundtable: "Less is More: Making Institutional Investor Activism a Valuable Mechanism of Corporate Governance" by Professor Roberta Romano '80, Yale Law School, with comments by Professor Jonathan Macey '82 of Cornell Law School and Robert Pozen '72, Vice Chairman, Fidelity Investments; and "Explaining Variation in Takeover Defenses: Failure in the Corporate Law Market," by Professor John Coates, Harvard Law School, with comments by David Berger of Wilson, Sonsini, Goodrich & Rosati, Professor Robert Daines '92, New York University School of Law and Martin Korman '89, Wilson, Sonsini, Goodrich & Rosati.

In addition, Professor Henry Hansmann '74 chaired a panel discussion on "Corporate Governance and the Demutualization of Securities Exchanges," with panelists Belinda Blaine, Associate Director of the Division of Market Regulation of the U.S. Securities and Exchange Commission; T. Grant Callery, Senior Vice President and General Counsel of the National Association of Securities Dealers; Robert Todd Lang '47 of Weil, Gotshal & Manges LLP; Professor Paul Mahoney '84 of the University of Virginia School of Law; Edward Nicoll '97, Chairman and CEO of Datek Online Holdings Corp.; Professor S. Craig Pirrong of Washington University Olin School of Business; and Harvey Pitt of Fried, Frank, Harris, Shriver & Jacobson.

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May 5, 2000—Inaugural Roundtable

Two papers were presented: "Sales and Elections as Methods for Transferring Corporate Control,"by Professors Ronald J. Gilson '71 (Stanford Law School) and Alan Schwartz '64 (Yale Law School), with comment by Professor Jeffrey Gordon (Columbia University School of Law); and "Do IPO Charters Maximize Firm Value? Antitakeover Protection in IPOs," by Professors Robert Daines '92 (New York University School of Law) and Michael Klausner '81 (Stanford Law School), with comment by Professor John Coates (Harvard Law School).

Panelists (from left): Roberta Romano '80, Ellen Oran Kaden, Stephen Fraidin '64, William T. Allen, and David M. Becker

There was also a panel discussion on corporate audit committees, with panelists Professor William T. Allen (New York University Law School), who was the founding chair of the Independence Standards Board; Rick Antle (Professor of Accounting and Associate Dean of the Yale School of Management); David M. Becker (General Counsel of the U.S. Securities and Exchange Commission); Stephen Fraidin '64, (Fried, Frank, Harris, Shriver & Jacobson); and Ellen Oran Kaden (Senior Vice President - Law and Government Affairs for the Campbell Soup Company). The panel was moderated by Professor Roberta Romano '80 (Yale Law School).

Center Advisory Board Chairman Robert Todd Lang '47 and Dean Anthony Kronman '75.	Roundtable Reception (from left): David Becker, Prof. Michael Wachter (Penn Law), Dean Anthony Kronman '75, Profs. Michael Klausner '81 (Stanford Law), Jennifer Arlen (NYU Law), Jeffrey Gordon (Columbia Law), Edward Rock (Penn Law).